Item 1.01. Entry into a Material Definitive Agreement.

On January 20, 2021, Inovio Pharmaceuticals, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Jefferies LLC (the "Representatives") as the representatives of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale of 17,700,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price to the public of $8.50 per share (the "Offering"). In addition, pursuant to the Underwriting Agreement the Company granted to the Underwriters an option to purchase up to an additional 2,655,000 shares of Common Stock. The net proceeds to the Company from the Offering are expected to be approximately $141 million (or approximately $162 million if the Underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close on or about January 25, 2021, subject to satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

The Offering was made pursuant to the Company's automatically effective registration statement on Form S-3ASR (File No. 333-252256) and a related prospectus supplement filed with the Securities and Exchange Commission.

A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 hereto.

Item 8.01 Other Events

On January 20, 2021, the Company issued a press release announcing that it had commenced the Offering and a press release announcing that it had priced the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






Exhibit
  No.                                Exhibit Description

 1.1          Underwriting Agreement, dated January 20, 2021, by and among the
            Company and the Representatives of the several Underwriters named
            therein.

 5.1          Opinion of Cooley LLP.

23.1          Consent of Cooley LLP (included in Exhibit 5.1).

99.1          INOVIO Announces Proposed Public Offering of Common Stock.

99.2          INOVIO Announces Pricing of Public Offering of Common Stock.

104         Cover page interactive data file (embedded within the Inline XBRL
            document).

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